Exhibit 10.1


 


MYOS
RENS TECHNOLOGY INC.


 


COMMON
STOCK


 


SALES
AGREEMENT


 


July
24, 2018


 


 


H.C.
Wainwright & Co. LLC


430 Park Avenue


New
York, NY 10022


 


Ladies and Gentlemen:


 


MYOS
RENS Technology Inc. (the “Company”), confirms its agreement (this “Agreement”)
with H.C. Wainwright & Co. LLC (“HCW”), as follows:


 


1.
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on
the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through HCW, shares
of the Company’s common stock, $0.001 par value per share (the “Common Stock”) together with related
preferred stock purchase rights (collectively, the “Placement Shares”); provided however, that
in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares
or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering
is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or
(c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser
of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein,
the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued
and sold under this Agreement shall be the sole responsibility of the Company and that HCW shall have no obligation in connection
with such compliance. The issuance and sale of Placement Shares through HCW will be effected pursuant to the Registration Statement
(as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement
to issue any Placement Shares.


 


The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, also as amended (the “Securities Act”), with the Securities and Exchange
Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-221119),
including a base prospectus (the “Base Prospectus”), relating to certain securities, including the
Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the
Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, also as amended (the “Exchange Act”). The Company has prepared a
prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the
Placement Shares (the “Prospectus Supplement”). The Company will furnish to HCW, for use by HCW,
copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement,
relating to the Placement Shares. Except where the context otherwise requires, such registration statement, including all
documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus
(as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a
part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the
“Registration Statement.” The Base Prospectus, including all documents incorporated or
deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance
with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration
Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or
Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration
Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include any documents deemed
incorporated by reference therein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated
Documents”), and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include
the filing after the execution hereof of any Incorporated Document.


 


For
purposes of this Agreement, all references to the Registration Statement, to the Prospectus, to the Incorporated Documents or
to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its
Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system
when used by the Commission (collectively, “EDGAR”).


 






     

     


    

 


2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the
parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement
Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which
sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined
in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters
necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from
the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such
schedule), and shall be addressed to each of the individuals from HCW set forth on Schedule 2, as such Schedule
2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by HCW by providing
email notice to the Company to a person designated on Schedule 2. The Placement Notice shall be effective upon receipt by HCW
unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained
therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold thereunder, (iii)
in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv)
the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v)
this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or
other compensation to be paid by the Company to HCW in connection with the sale of the Placement Shares shall be calculated in
accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company
nor HCW will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers
a Placement Notice to HCW and HCW does not decline such Placement Notice pursuant to the terms set forth above, and then only
upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a
Placement Notice, the terms of the Placement Notice will control.


 


3.
Sale of Placement Shares by HCW.


 


(a)
Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the
sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms
of this Agreement, HCW, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ
Capital Market (“Exchange”) to sell such Placement Shares up to the amount specified, and otherwise
in accordance with the terms of such Placement Notice. HCW will provide written confirmation to the Company (including by email
correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence
is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening
of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder
setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to HCW pursuant to Section
2 with respect to such sales and the Net Proceeds (as defined below) payable to the Company. HCW may sell Placement Shares by
any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act,
including without limitation sales made through Exchange, on any other existing trading market for the Common Stock or to or through
a market maker. If expressly authorized by the Company in a Placement Notice, HCW may also sell Placement Shares in negotiated
transactions. Notwithstanding the provisions of Section 6(kk), HCW shall not purchase Placement Shares for its own account as
principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that
(i) there can be no assurance that HCW will be successful in selling Placement Shares, and (ii) HCW will incur no liability or
obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure
by HCW to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement
Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which
the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.


 






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(b)
Limitations on Offering Size. Under no circumstances shall the Company request the offer or sale of any Placement Shares
if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement
would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, and (B) the
amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly
authorized committee thereof or a duly authorized executive committee, and notified to HCW in writing. Under no circumstances
shall the Company request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum
price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee, and notified to HCW in writing. Further, under no circumstances shall the Company request the sale of Placement
Shares pursuant to this Agreement in an aggregate offering amount that would exceed the Maximum Amount.


 


4.
Suspension of Sales.


 


(a)
The Company or HCW may, upon notice to the other party in writing (including by email correspondence to each of the individuals
of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of
the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile
transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend
any sale of Placement Shares; provided, however, that such suspension shall not affect or impair either party’s obligations
with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such
notice under this Section 4 shall be effective against the other unless it is made to one of the individuals named on Schedule
2 hereto, as such schedule may be amended from time to time and in accordance with the notice delivery requirements of
this Section 4. While a suspension is in effect, any obligation under Sections 7(m), 7(n), and 7(o) with respect to the delivery
of certificates, opinions, or comfort letter to HCW shall be deemed waived.


 


(b)
Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public
information, the Company and HCW agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request
the sale of any Placement Shares, and (iii) HCW shall not be obligated to sell or offer to sell any Placement Shares.


 


5.
Settlement.


 


(a)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading)
following the date on which such sales are made (each, a “Settlement Date” and the first such settlement
date, the “First Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement
Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate
sales price received by HCW at which such Placement Shares were sold, after deduction for (i) HCW’s commission, discount
or other compensation for such sales set forth on Schedule 3, (ii) any other amounts due and payable by the Company
to HCW hereunder pursuant to Section 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory
organization in respect of such sales.


 




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(b)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to,
electronically transfer the Placement Shares being sold by crediting HCW’s or its designee’s account (provided HCW
shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means
of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered
shares in good deliverable form. On each Settlement Date, HCW will deliver the related Net Proceeds in same day funds to an account
designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent
(if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault
of HCW, in addition to and in no way limiting the rights and obligations set forth in Section 9(a) (Indemnification and Contribution)
hereto, it will (i) hold HCW harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable
and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii)
pay to HCW any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.


 


6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, HCW that, as of
the effective date of the Registration Statement, each Representation Date (as defined in Section 7(m)), each date on which a
Placement Notice is given, and any date on which Placement Shares are sold hereunder:


 


(a)
Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under
the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information related
to the Registration Statement or the Prospectus. No stop order suspending the effectiveness of the Registration Statement or any
Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to
the best knowledge of the Company, threatened by the Commission.


 


(b)
No Misstatement or Omission. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement,
the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable,
and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as
of each Settlement Date, if any, did not and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or with respect to the Prospectus, necessary to make the statements therein in the light of
the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date, and
as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions
from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus,
or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to HCW furnished to
the Company in writing by HCW expressly for use therein. There are no contracts or other documents required to be described in
the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.


 






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(c)
Not an Ineligible Issuer. The Company currently is not an “ineligible issuer,” as defined in Rule 405 of the
rules and regulation of the Commission. The Company agrees to notify HCW promptly upon the Company becoming an “ineligible
issuer.”


 


(d)
Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the
completion of HCW’s distribution of the Placement Shares, any offering material in connection with the offering and sale
of the Placement Shares other than the Prospectus or the Registration Statement.


 


(e)
The Sales Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification and contribution hereunder may
be limited by applicable law and public policy considerations and except as the enforcement hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or
by general equitable principles.


 


(f)
S-3 Eligibility. (i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met
the then applicable requirements for use of Form S-3 under the Securities Act, including compliance with General Instruction I.B.6
of Form S-3. As of the close of trading on the Exchange on the Trading Day immediately prior to the date of this Agreement, the
aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by
persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through
one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate
Shares”), was approximately $6.4 million (calculated by multiplying (x) the price at which the common equity of
the Company was last sold on the Exchange on the Trading Day immediately prior to the date of this Agreement times (y) the number
of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at
least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information
(as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status
as an entity that is not a shell company.


 


(g)
Authorization of the Placement Shares. The Placement Shares, when issued and delivered, will be duly authorized for issuance
and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement,
will be validly issued, fully paid and nonassessable.


 




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(h)
No Applicable Registration or Other Similar Rights. Except as otherwise disclosed in the Prospectus, there are no persons
with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement
or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.


 


(i)
No Material Adverse Change. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which
information is given in the Prospectus: (i) there has been no material adverse change, or any development that could reasonably
be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations
or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries,
considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and
its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent,
not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business:
and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for regular
quarterly dividends publicly announced by the Company or dividends paid to the Company or other subsidiaries, by any of its subsidiaries
on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.


 


(j)
Independent Accountants. WithumSmith+Brown, PC, who has expressed its opinion with respect to the financial statements
(which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission or
incorporated by reference as a part of the Registration Statement and included in the Prospectus, is an independent registered
public accounting firm as required by the Securities Act and the Exchange Act.


 


(k)
Preparation of the Financial Statements. The financial statements filed with the Commission as a part of or incorporated
by reference in the Registration Statement and included in the Prospectus present fairly, in all material respects, the consolidated
financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and
cash flows for the periods specified, subject in the case of unaudited financial statements to normal year end annual adjustments
in accordance with past practices. The supporting schedules included in or incorporated in the Registration Statement present
fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in
accordance with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout
the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting
schedules are required to be included in or incorporated in the Registration Statement.


 


(l)
XBRL. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.


 






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(m)
Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its
obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease
and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries
is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction
in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,
except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding
equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned
by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does
not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in
Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those
subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries
formed since the last day of the most recently ended fiscal year.


 


(n)
Capital Stock Matters. The Common Stock conforms in all material respects to the description thereof contained in the Prospectus.
All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable
and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were
issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities
of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other
rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the
Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description
of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted
thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be
shown with respect to such plans, arrangements, options and rights under the Exchange Act or the Securities Act, as applicable.


 


(o)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any
of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time,
would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract,
franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing
Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse
Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated
hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation
of the provisions of the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach
of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except
for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result
in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative
or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration
or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution,
delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except
such as have been obtained or made by the Company and are in full force and effect under the Securities Act, or that may be required
under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)
or Exchange.


 






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(p)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions,
suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company
or any of its subsidiaries, (i) which has as the subject thereof any officer or director of, or property owned or leased by, the
Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there
is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary
and (B) any such action, suit or proceeding, if so determined adversely, would result in a Material Adverse Change or adversely
affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the
Company or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent.


 


(q)
All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations
or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective
businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result
in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the
revocation or modification of, or non- compliance with, any such certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.


 


(r)
Tax Law Compliance. Subject to any permitted extensions, the Company and its consolidated subsidiaries have filed all necessary
federal, state and foreign income, property and franchise tax returns (or have properly requested extensions thereof) and have
paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty
levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made
adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) above in respect of
all federal, state and foreign income, property and franchise taxes for all periods as to which the tax liability of the Company
or any of its consolidated subsidiaries has not been finally determined.


 




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(s)
Company Not an “Investment Company”. The Company has been advised of the rules and requirements under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt
of payment for the Placement Shares will not be, an “investment company” within the meaning of Investment Company
Act.


 


(t)
Insurance. Except as otherwise described in the Prospectus, each of the Company and its subsidiaries are insured by insurers
of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are
generally deemed prudent and customary for their respective businesses as currently conducted and described in the Prospectus.
The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as
and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.


 


(u)
No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action
designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Placement Shares.


 


(v)
Related Party Transactions. There are no business relationships or related-party transactions involving the Company or
any subsidiary or any other person required to be described in the Prospectus which have not been described as required.


 


(w)
Exchange Act Compliance. The Incorporated Documents, at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the
other information in the Prospectus, at the Settlement Dates, will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(x)
No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s
knowledge, any director, officer, employee or agent of the Company or any subsidiary acting on behalf of the Company or any of
its subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company
and, to the knowledge of the Company, its controlled affiliates have conducted their businesses in compliance with the FCPA and
have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.


 




    	 	- 9 -	 



     


    

 


(y)
Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering
Laws is pending or, the knowledge of the Company, threatened.


 


(z)
Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered
by the Office of Foreign Office Control of the U.S. Department of the Treasury (“OFAC”); and the Company
will not, directly or indirectly, use the proceeds of the offering of the Placement Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


(aa) Company’s
Accounting System. The Company maintains a system of “internal control over financial reporting” (as such
term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange Act
Rules”)) that complies with the requirements of the Exchange Act and has been designed by its principal
executive and principal financial officers, or under their supervision, to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the
Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal
control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.


 


(bb)
Disclosure Controls. The Company maintains disclosure controls and procedures (as such is defined in Rule 13a-15(e) of
the Exchange Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been
designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms,
including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s
management to allow timely decisions regarding disclosures. To the extent required by the Exchange Act Rules, the Company has
conducted evaluations of the effectiveness of its disclosure controls as required by Rule 13a-15 of the Exchange Act.


 




    	 	- 10 -	 



     


    

 


(cc)
Compliance with Environmental Laws. Except as otherwise described in the Prospectus, and except as would not, individually
or in the aggregate, result in a Material Adverse Change (i) neither the Company nor any of its subsidiaries is in violation of
any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including
without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials
of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”),
which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required
for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with
the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from
a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in
violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority,
no investigation with respect to which the Company has received written notice, and no written notice by any person or entity
alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages,
property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence,
or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company
or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to
the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability
for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation
of law; and (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances,
conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any
Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a
potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for
any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of
law.


 


(dd)
Intellectual Property. Except for specific matters described in the Prospectus, the Company and its subsidiaries own, possess
or have sufficient rights to use all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade
secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications
for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the
conduct of the business now conducted or proposed in the Prospectus to be conducted by them. Except as disclosed in the Prospectus
(i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company
or its subsidiaries; (ii) to the Company’s knowledge there is no infringement, misappropriation, breach, or default by any
third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (iii) there is no pending or,
to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s
or any of its subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual Property
Rights; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third
party challenging the validity, enforceability or scope of any Intellectual Property Rights of the Company or any of its subsidiaries;
(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party
that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual
Property Rights of any third party; (vi) none of the Intellectual Property Rights used or held for use by the Company or any of
its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries
in violation of any contractual obligation binding on the Company or any of its subsidiaries, and (vii) the Company and its subsidiaries
have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property
Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, except
in each case covered by clauses (i) – (vii) such as would not, if determined adversely to the Company or any of its subsidiaries,
individually or in the aggregate, result in a Material Adverse Change.


 






    	 	- 11 -	 



     


    

 


(ee)
Compliance with Applicable Laws. The Company and the subsidiaries: (A) are and at all times have been in material compliance
with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing,
use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product under
development, manufactured or distributed by the Company or the Subsidiaries (“Applicable Laws”), (b)
have not received any notice of adverse finding, warning letter, or other written correspondence or notice from any federal, state,
local or foreign governmental or regulatory authority alleging or asserting material noncompliance with any Applicable Laws or
any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any
such Applicable Laws (“Authorizations”), which would, individually or in the aggregate, result in a
Material Adverse Effect; (C) possess all material Authorizations and such Authorizations are valid and in full force and effect
and neither the Company nor the Subsidiaries is in material violation of any term of any such Authorizations; (D) have not received
written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action any federal,
state, local or foreign governmental or regulatory authority or third party alleging that any Company product, operation or activity
is in material violation of any Applicable Laws or Authorizations and has no knowledge that any federal, state, local or foreign
governmental or regulatory authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation
or proceeding against the Company; (E) have not received notice that any federal, state, local or foreign governmental or regulatory
authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has
no knowledge that any federal, state, local or foreign governmental or regulatory authority is considering such action; and (F)
have filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Applicable Laws or Authorizations except where the failure to file such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments would not result in a Material
Adverse Effect, and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).


 


(ff)
Clinical Studies. All animal and other preclinical studies and clinical trials conducted by the Company or on behalf of
the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance
with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts
in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed
by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration
Statement and the Prospectus are accurate in all material respects, and, except as set forth in the Registration Statement and
the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably
call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and
the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices
or correspondence from any domestic or foreign governmental agency requiring the termination or suspension of any preclinical
studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus
or the results of which are referred to in the Registration Statement and the Prospectus.


 


(gg)
Listing. The Company is subject to and in compliance in all material respects with the reporting requirements of Section
13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange
Act and is listed on the Exchange, and the Company has taken no action designed to, or reasonably likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has
the Company received any notification that the Commission or Exchange is contemplating terminating such registration or listing.


 


(hh)
Brokers. Except for HCW, there is no broker, finder or other party that is entitled to receive from the Company any brokerage
or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.


 


(ii)
No Outstanding Loans or Other Indebtedness. Except as described in the Prospectus, there are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of the immediate family members of any of them.


 


(jj)
No Reliance. The Company has not relied upon HCW or legal counsel for HCW for any legal, tax or accounting advice in connection
with the offering and sale of the Placement Shares.


 


(kk)
HCW Purchases. The Company acknowledges and agrees that HCW has informed the Company that HCW may, to the extent permitted
under the Securities Act, the Exchange Act and this Agreement, purchase and sell shares of Common Stock for its own account while
this Agreement is in effect.


 






    	 	- 12 -	 



     


    

 


Any
certificate signed by an authorized officer of the Company and required to be delivered to HCW or to counsel for HCW in connection
with this Agreement shall be deemed to be a representation and warranty by the Company to HCW as to the matters set forth therein.


 


The
Company acknowledges that HCW and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to
the Company and counsel to HCW, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents
to such reliance.


 


7.
Covenants of the Company. The Company covenants and agrees with HCW that:


 


(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating
to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any
subsequent amendment to the Registration Statement, other than any Incorporated Documents by reference or amendments not related
to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus
has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus
related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and
file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement
or Prospectus that, in HCW’s reasonable opinion and upon the opinion of the Company’s legal counsel, may be necessary
or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of
HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to
rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW
shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment
or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus,
other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement
Shares unless a copy thereof has been submitted to HCW within a reasonable period of time before the filing and HCW has not reasonably
objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of
any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company
in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity
to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only
remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment
or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish
to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the
Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment
or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant
to the applicable paragraph of Rule 424(b) of the Securities Act.


 






    	 	- 13 -	 



     


    

 


(b)
Notice of Commission Stop Orders. The Company will advise HCW, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation
or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.


 


(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is
required to be delivered by HCW under the Securities Act with respect to a pending sale of the Placement Shares, (including in
circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its
commercially reasonably efforts to comply with all requirements imposed upon it by the Securities Act, as from time to time in
force, and to file on or before their respective due dates (taking into account any extensions available under the Exchange Act)
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading,
or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities
Act, the Company will promptly notify HCW to suspend the offering of Placement Shares during such period and the Company will
promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement
or omission or effect such compliance.


 


(d)
Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to
be delivered by HCW under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially
reasonable efforts to cause the Placement Shares to be listed on Exchange and to qualify the Placement Shares for sale under the
securities laws of such jurisdictions as HCW reasonably designates and to continue such qualifications in effect so long as required
for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith
to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.


 


(e)
Delivery of Registration Statement and Prospectus. The Company will furnish to HCW and its counsel (at the expense of the
Company) copies of the Registration Statement, the Prospectus (including all Incorporated Documents) and all amendments and supplements
to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating
to the Placement Shares is required to be delivered under the Securities Act (including all Incorporated Documents), in each case
as soon as reasonably practicable and in such quantities as HCW may from time to time reasonably request and, at HCW’s request,
will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided,
however, that the Company shall not be required to furnish any document (other than the Prospectus) to HCW to the extent such
document is available on EDGAR.


 






    	 	- 14 -	 



     


    

 


(f)
Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any
event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month
period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g) Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in
accordance with the provisions of Section 11 hereunder, will pay all of its own expenses incident to the performance of
its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission,
and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each
amendment and supplement thereto and each Free Writing Prospectus, in such number as HCW shall deem reasonably necessary,
(ii) the printing and delivery to HCW of this Agreement and such other documents as may be required by HCW in connection with
the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of
the certificates, if any, for the Placement Shares to HCW, including any stock or other transfer taxes and any capital
duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to HCW,
(iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the fees and disbursements
of counsel to HCW in connection with entering into the transactions contemplated by this Agreement up to $50,000, and the
quarterly disbursements of counsel to HCW up to $2,500 per calendar quarter; (vi) the fees and expenses of the transfer agent
and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the
Placement Shares, (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the
Exchange, and (ix) all trading, execution, settlement, or wiring fees incurred by HCW in connection with the sale of the
Placement Shares.


 


(h)
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.”


 


(i)
Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for 5 Trading Days following the
termination of any Placement Notice given hereunder, the Company shall provide HCW notice as promptly as reasonably possible before
it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other
than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for
Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required
in connection with the (i) issuance, grant or sale of Common Stock, options to purchase shares of Common Stock or any other equity
awards, or Common Stock issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus,
employee stock purchase or other stock plan or arrangement described in the Prospectus, (ii) the issuance, grant or sale of Common
Stock, or securities convertible into or exercisable for Common Stock, in connection with any joint venture, commercial, strategic
or collaborative relationship, or the acquisition or license by the Company of the securities, businesses, property or other assets
of another person or entity, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company
may adopt from time to time provided the implementation of such is disclosed to HCW in advance or (iv) any shares of Common Stock
issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights
in effect or outstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s
ability, or require the Company to provide notice to HCW, to file a registration statement under the Securities Act.


 






    	 	- 15 -	 



     


    

 


(j)
Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a
Placement Notice or sell Placement Shares, advise HCW promptly after it shall have received notice or obtained knowledge thereof,
of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document
required to be provided to HCW pursuant to this Agreement.


 


(k)
Due Diligence Cooperation. During the term of this Agreement, the Company will cooperate with any reasonable due diligence
review conducted by HCW or its agents in connection with the transactions contemplated hereby, including, without limitation,
providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s
principal offices, as HCW may reasonably request.


 


(l)
Required Filings Relating to Placement of Placement Shares. To the extent that the filing of a prospectus supplement with
the Commission with respect to a placement of Placement Shares is required under Rule 424(b) under the Securities Act, the Company
agrees that on or before such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with
the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b),
a “Filing Date”), which prospectus supplement will set forth, to the extent required, within the relevant
period, the amount of Placement Shares sold through HCW, the Net Proceeds to the Company and the compensation payable by the Company
to HCW with respect to such Placement Shares (provided that the Company may satisfy its obligations under this Section 7(l)(i)
by effecting a filing in accordance with the Exchange Act with respect to such information), and (ii) deliver such number of copies
of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules
or regulations of such exchange or market.


 


(m)
Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) amends or supplements
the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance
with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation
of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual
report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files
a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than information “furnished”
pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under
the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through
(iv) shall be a “Representation Date”); the Company shall furnish HCW with a certificate, in the form
attached hereto as Exhibit 7(m) within five (5) Trading Days of any Representation Date if requested by HCW. The requirement to
provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at
which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers
a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes
of Sections 7(n) and 7(o) hereof) and the next occurring Representation Date; provided, however, that such waiver
shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing,
if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver
and did not provide HCW with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or HCW
sells any Placement Shares, the Company shall provide HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated
the date of the Placement Notice.


 






    	 	- 16 -	 



     


    

 


(n)
Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion
and negative assurance letter of Ellenoff Grossman & Schole LLP, or other counsel reasonably satisfactory to HCW (“Company
Counsel”), and a written opinion of Mandelbaum Salsburg PC, special patent counsel to the Company, in form
and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinions and negative assurance letter
are required to be delivered and (ii) within the later of (A) five (5) Trading Days of each Representation Date with respect to
which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m), and (B) the date a Placement
Notice is first delivered by the Company following a Representation Date, but in any event not more than once per calendar quarter,
the Company shall cause to be furnished to HCW a negative assurance letter of Company Counsel, in form and substance reasonably
satisfactory to HCW and its counsel, dated the date of delivery of the negative assurance letter (the “Opinion Date”),
respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
provided, however, that in lieu of such negative assurance letters for subsequent Representation Dates, counsel
may furnish HCW with a letter (a “Reliance Letter”) to the effect that HCW may rely on a prior negative
assurance letter delivered under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except
that statements in such prior negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented at such Representation Date).


 


(o)
Comfort Letter. On or prior to the First Delivery Date and within five (5) Trading Days of each subsequent Representation
Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m), other
than pursuant to Section 7(m)(iii), the Company shall cause its independent accountants to furnish HCW a letter (the “Comfort
Letter”), dated the date the Comfort Letter is delivered, in form and substance reasonably satisfactory to HCW,
(i) confirming that it is an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB,
(ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters
ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings
(the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter
with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as
necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.


 






    	 	- 17 -	 



     


    

 


(p)
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or
that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Placement Shares or (ii) sell, bid for, or purchase the Placement Shares
to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares
other than HCW; provided, however, that the Company may bid for and purchase shares of its Common Stock in accordance with Rule
10b-18 under the Exchange Act.


 


(q)
Insurance. The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering
such risks as is reasonable and customary for the business for which it is engaged.


 


(r)
Compliance with Laws. The Company and each of its subsidiaries will use commercially reasonable efforts to maintain, or
cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local
law in order to conduct their businesses as described in the Prospectus, and the Company and each of its subsidiaries shall conduct
their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations
and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and
authorizations could not reasonably be expected to result in a Material Adverse Change.


 


(s)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it
nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,”
as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as
to entities that are not considered an investment company.


 


(t)
Securities Act and Exchange Act. The Company will use its best efforts to comply with all requirements imposed upon it
by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales
of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.


 


(u)
No Offer to Sell. Other than any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in
advance by the Company and HCW in its capacity as principal or agent hereunder, neither HCW nor the Company (including its agents
and representatives, other than HCW in its capacity as such) will make, use, prepare, authorize, approve or refer to any written
communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an
offer to sell or solicitation of an offer to buy Placement Shares hereunder.


 






    	 	- 18 -	 



     


    

 


(v)
Sarbanes-Oxley Act. The Company and its subsidiaries will use their best efforts to comply with all effective provisions
of the Sarbanes-Oxley Act applicable to the Company.


 


8.
Conditions to HCW’s Obligations. The obligations of HCW hereunder with respect to a Placement will be subject to
the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance
by the Company of its obligations hereunder, to the completion by HCW of a due diligence review satisfactory to HCW in its reasonable
judgment, and to the continuing satisfaction (or waiver by HCW in its sole discretion) of the following additional conditions:


 


(a)
Registration Statement Effective. The Registration Statement shall be effective and shall be available for (i) all sales
of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be
issued by any Placement Notice.


 


(b)
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or
any of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental
authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective
amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal
or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation
of any proceedings for that purpose; (iii) receipt by the Company of any notification from the Commission or any other federal
or state governmental authority with respect to the suspension of the qualification or exemption from qualification of any of
the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv)
the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any Incorporated
Document untrue in any material respect or that requires the making of any changes in the Registration Statement, the related
Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.


 


(c)
No Misstatement or Material Omission. HCW shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in HCW’s reasonable opinion is material,
or omits to state a fact that in HCW’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 






    	 	- 19 -	 



     


    

 


(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the
Commission, since the date of this Agreement, there shall not have been any Material Adverse Change or any development that could
reasonably be expected to result in a Material Adverse Change.


 


(e)
Company Counsel Legal Opinion. HCW shall have received the opinion and negative assurance letters or Reliance Letters of
Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion
and negative assurance letter is required pursuant to Section 7(n).


 


(f)
HCW Counsel Legal Opinion. HCW shall have received from HCW Counsel, such opinion or opinions, on or before the date on
which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as
HCW may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them
to pass upon such matters.


 


(g)
Comfort Letter. HCW shall have received the Comfort Letter required to be delivered pursuant to Section 7(o) on or before
the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).


 


(h)
Representation Certificate. HCW shall have received the certificate required to be delivered pursuant to Section 7(m) on
or before the date on which delivery of such certificate is required pursuant to Section 7(m).


 


(i)
Secretary’s Certificate. On or prior to the First Delivery Date, HCW shall have received a certificate, signed on
behalf of the Company by its corporate Secretary, in form and substance satisfactory to HCW and its counsel.


 


(j)
No Suspension. Trading in the Common Stock shall not have been suspended on Exchange.


 


(k)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company
shall have furnished to HCW such appropriate further information, certificates and documents as HCW may have reasonably requested
in furtherance of the transactions contemplated hereby, in form and substance reasonably satisfactory to HCW and its counsel.


 


(l)
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been
filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed
for such filing by Rule 424.


 


(m)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on Exchange, subject only to
notice of issuance, or (ii) the Company shall have filed a notification of listing of additional shares with respect to the Placement
Shares on Exchange at, or prior to, the issuance of any Placement Notice.


 


(n)
No Termination Event. There shall not have occurred any event that would permit HCW to terminate this Agreement pursuant
to Section 11(a).


 




    	 	- 20 -	 



     


    

 


9.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless HCW, the directors, officers, partners, employees
and agents of HCW and each person, if any, who (i) controls HCW within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW Affiliate”)
from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance
with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties or between any indemnified party
and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, or any such person, may become
subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or based on written
information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the
securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material
fact required to be stated in it or necessary to make the statements in it, not misleading; provided, however, that
this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale
of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished to
the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the
Company might otherwise have.


 


HCW
Indemnification. HCW agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that
signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against
any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement
(or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with
information relating to HCW and furnished to the Company in writing by HCW expressly for use therein.


 






    	 	- 21 -	 



     


    

 


(b)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party
or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability
that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any
indemnified party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results in
the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and,
to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense
of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to
the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party
for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred
by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in
any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict
of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party
(in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which cases the reasonable fees and documented out-of-
pocket disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified party or parties. All such reasonable fees and documented out-of-pocket
disbursements and other charges will be promptly reimbursed by the indemnifying party following the receipt of reasonably detailed
documentation with respect to such fees, disbursements and other charges. An indemnifying party will not, in any event, be liable
for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior
written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a
party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party
from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include any statement or
admission as to fault, culpability or a failure to act on the part of any indemnified party.


 






    	 	- 22 -	 



     


    

 


(c)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to be
unavailable from the Company or HCW, the Company and HCW will contribute to the total losses, claims, liabilities, expenses and
damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company
from persons other than HCW, such as persons who control the Company within the meaning of the Securities Act, officers of the
Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which
the Company and HCW may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the
Company on the one hand and HCW on the other hand. The relative benefits received by the Company on the one hand and HCW on the
other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before
deducting expenses) received by the Company bear to the total compensation received by HCW (before deducting expenses) from the
sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted
by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative
benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and HCW, on the other,
with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect
thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company or HCW, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and HCW agree that
it would not be just and equitable if contributions pursuant to this Section 9(c) were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this Section 9(c) shall be deemed to include, for the purpose of this Section 9(c), any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent
consistent with Section 9(b) hereof. Notwithstanding the foregoing provisions of this Section 9(c), HCW shall not be required
to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(c), any person who controls a party to
this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of HCW, will
have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement will
have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution
may be made under this Section 9(c), will notify any such party or parties from whom contribution may be sought, but the omission
to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they
may have under this Section 9(c) except to the extent that the failure to so notify such other party materially prejudiced the
substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to
the last sentence of Section 9(b) hereof, no party will be liable for contribution with respect to any action or claim settled
without its written consent if such consent is required pursuant to Section 9(b) hereof.


 




    	 	- 23 -	 



     


    

 


10.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of
this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall
survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of HCW, any controlling persons,
or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement.


 


11.
Termination.


 


(a)
HCW shall have the right by giving written notice as hereinafter specified at any time to terminate this Agreement if (i) since
the date of this Agreement, any Material Adverse Change, or any development that would reasonably be expected to result in a Material
Adverse Change has occurred that, in the reasonable judgment of HCW, may materially impair the ability of HCW to sell the Placement
Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed
hereunder (through no fault of HCW); provided, however, in the case of any failure of the Company to deliver (or cause
another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), HCW’s right
to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days
from the date such delivery was required; (iii) any other condition of HCW’s obligations hereunder is not fulfilled; or
(iv), any suspension of trading in the Common Stock shall have occurred. Any such termination shall be without liability of any
party to any other party except that the provisions of Section 7(g) (Expenses), Section 9 (Indemnification and Contribution),
Section 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section
17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If HCW elects to terminate
this Agreement as provided in this Section 11(a), HCW shall provide the required written notice as specified in Section 12 (Notices).


 


(b)
The Company shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any
party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall
remain in full force and effect notwithstanding such termination.


 


(c)
HCW shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to
any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall remain
in full force and effect notwithstanding such termination.


 


(d)
Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the issuance and
sale of all of the Placement Shares through HCW on the terms and subject to the conditions set forth herein; provided that
the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall
remain in full force and effect notwithstanding such termination.


 




    	 	- 24 -	 



     


    

 


(e)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c),
or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual
agreement shall in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section 16
and Section 17 shall remain in full force and effect.


 


(f)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by HCW or the
Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such
Placement Shares shall settle in accordance with the provisions of this Agreement.


 


12.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to HCW, shall be
delivered to HCW at H.C. Wainwright & Co. LLC, 430 Park Avenue, New York, NY 10022, email: atm@hcwco.com, Attention:
Head of Investment Banking with a copy to Duane Morris LLP, 1037 Raymond Boulevard, Newark, NJ 07102, attention: Dean M. Colucci,
e-mail dmcolucci@duanemorris.com; or if sent to the Company, shall be delivered to MYOS RENS Technology Inc., 45 Horsehill
Road, Suite 106, Cedar Knolls, NJ 07927, attention: Joseph Mannello, e-mail: JMannello@myoscorp.com, with a copy to Ellenoff
Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, attention: Stuart Neuhauser Esq., e-mail: sneuhauser@egsllp.com,
and Joshua Englard Esq., email: jenglard@egsllp.com. Each party to this Agreement may change such address for notices by
sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication
shall be deemed given (i) when delivered personally, by email or by verifiable facsimile transmission (with an original to follow)
on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the
next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier,
(iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid) and (iv) if sent by e-mail, on the Business Day on which receipt is confirmed by the individual to whom the notice
is sent, other than via auto-reply. For purposes of this Agreement, “Business Day” shall mean any day
on which the Exchange and commercial banks in the City of New York are open for business.


 


An
electronic communication (“Electronic Notice”) shall be deemed written notice for purpose of this Section
11 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed
to be received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party
receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a non-electronic form (“Non-electronic
Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for
Non-electronic Notice.


 






    	 	- 25 -	 



     


    

 


13.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and HCW and their
respective successors and the affiliates, controlling persons, officers and directors referred to in Section 9 hereof.
References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of
such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.


 


14.
Adjustments for Share Splits. The parties acknowledge and agree that all share- related numbers contained in this Agreement
shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock
occurring after the date hereof.


 


15.
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and HCW. In the event that
any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the
fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be
construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of
the parties as reflected in this Agreement. 


 


16.
Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.


 


17.
Waiver of Jury Trial. The Company and HCW each hereby irrevocably waives any right it may have to a trial by jury in respect
of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.


 




    	 	- 26 -	 



     


    

 


18.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)
HCW has been retained solely to act as sales agent in connection with the sale of the Placement Shares and that no fiduciary relationship
between the Company and HCW has been created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether HCW has advised or is advising the Company on other matters;


 


(b)
the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


(c)
the Company has been advised that HCW and its affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that HCW has no obligation to disclose such interests and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship; and


 


(d)
the Company waives, to the fullest extent permitted by law, any claims it may have against HCW, for breach of fiduciary duty or
alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement, and agrees that HCW shall
have no liability (whether direct or indirect) to the Company in respect of such a fiduciary claim.


 


19.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile or other electronic transmission.


 


[Remainder
of Page Intentionally Blank]


 



    	 	- 27 -	 



     


    




 


If
the foregoing correctly sets forth the understanding between the Company and HCW, please so indicate in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement between the Company and HCW.


 


	 	Very
    truly yours,
	 	 
	 	MYOS
    RENS TECHNOLOGY, INC.
	 	 	 
	 	By:	 /s/
    Joseph Mannello             
	 	Name:	 Joseph Mannello             
	 	Title:	 Chief
    Executive Officer
	 	 	 
	 	ACCEPTED
    as of the date
	 	first-above
    written:
	 	 	 
	 	H.C.
    WAINWRIGHT & CO., LLC
	 	 	 
	 	By: 	 /s/Edward
    D. Silvera
	 	Name:	 /s/Edward
    D. Silvera
	 	Title:	 Chief
    Operating Officer


 






     

     


    

 


SCHEDULE
1


 


FORM
OF PLACEMENT NOTICE


   


	From:	MYOS
    RENS Technology Inc.	 
	To:	H.C.
    Wainwright & Co., LLC	 
	Subject:	At
    the Market Offering—Placement Notice	 
	Date:	______________,
    20__	 


 


Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the Sales Agreement between MYOS RENS Technology Inc. (the “Company”),
and H.C. Wainwright & Co., LLC (“HCW”) dated July 24, 2018 (the “Agreement”), I hereby
request on behalf of the Company that HCW sell up to [      ] shares of the Company’s common stock, par value $0.001 per share,
at a minimum market price of $________ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares
are sold][the aggregate sales price of the shares reaches $[      ]].


 






     

     


    

 





SCHEDULE
2


 


Notice
Parties


 


The
Company


 


	Joseph
    Mannello	JMannello@myoscorp.com


 


HCW


 


	Peter
    Fry	pfry@hcwco.com
	 	 
	Charles
    Worthman	csworthman@hcwco.com


 


With
a copy to atm@hcwco.com





 






     

     


    

 


SCHEDULE
3


 


Compensation


 


HCW
shall be paid compensation up to 5.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.





 






     

     


    

 


Exhibit
7(m)


 


OFFICER
CERTIFICATE


  


The
undersigned, the duly qualified and elected ____________, of MYOS RENS Technology Inc.
(“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the
Company, pursuant to Section 7(m) of the Sales Agreement dated July 24, 2018 (the “Sales
Agreement”) between the Company and H.C. Wainwright & Co., LLC, that to the best of the knowledge of the
undersigned:


 


(i)
The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations
and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change,
are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof,
except for those representations and warranties that speak solely as of a specific date and which were true and correct as of
such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are
true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and
effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as
of a specific date and which were true and correct as of such date; and


 


(ii)
The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to
the Sales Agreement at or prior to the date hereof.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement.


 


	 	MYOS
    RENS TECHNOLOGY INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: ____________